Distribution Solutions Group: Lawson agrees to acquire GradeEight for $145,000,000

What happened

• The filing says that on Oct 12, 2026 Lawson Products, Inc., an Illinois corporation and wholly owned subsidiary of Distribution Solutions Group, Inc., entered into an Agreement and Plan of Merger to acquire GradeEight Holdings, LLC by merging 301 Grade Eight Merger Sub, LLC with and into GradeEight.
• The filing states the total amount to be paid by Lawson is approximately $145,000,000, subject to adjustments, and that GradeEight will continue as the surviving company and a wholly owned subsidiary of Lawson. The company issued a press release on Oct 13, 2026, which is attached as Exhibit 99.1.

Key details

• The Grade Eight Merger is not subject to any financing condition; Lawson expects to fund the Purchase Price with borrowings under DSG’s existing $400,000,000 revolving credit facility and available cash.
• The Grade Eight Merger is subject to customary closing and termination conditions.
• The filing summarizes DSG’s earlier Merger Agreement dated Jul 15, 2026 under which DSG agreed to be merged into entities affiliated with LKCM Headwater and J. Bryan King, which would result in DSG becoming a privately held company and its common stock no longer listed on Nasdaq; LKCM Headwater and affiliates beneficially own approximately 78.5% of DSG common stock. DSG filed a Schedule 13E-3 on Sep 1, 2026 and intends to file a definitive proxy statement.

Why it may matter

• This item was reported as Item 8.01 (other events) and covers Lawson’s acquisition agreement for GradeEight and the company’s prior Merger Agreement to be taken private. This filing does not show why the insider traded or why the company acted.